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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 26, 2022

 

ZURN WATER SOLUTIONS CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware   001-35475   20-5197013
(State or other jurisdiction of
incorporation or organization)		   (Commission File Number)   (I.R.S. Employer
Identification Number)

 

511 W. Freshwater Way

Milwaukee, Wisconsin

   53204
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (855) 480-5050

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

xWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock $.01 par value   ZWS   The New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company      ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.      ¨

 

 

 

 

 

  

EXPLANATORY NOTE

 

As previously disclosed, on February 12, 2022, Zurn Water Solutions Corporation (“Zurn” or the “Company”) entered into a definitive agreement to combine with Elkay Manufacturing Company (“Elkay”), pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) by and among Zurn, Elkay, Zebra Merger Sub, Inc., a wholly owned subsidiary of Zurn (“Merger Sub”), and Elkay Interior Systems International, Inc., as representative of the stockholders of Elkay. The Merger Agreement provides that among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Elkay would merge with Merger Sub, with Elkay surviving as a wholly owned subsidiary of Zurn (the “Merger”).

 

Item 5.07Submission of Matters to a Vote of Security Holders.

 

On May 26, 2022, the Company held a special meeting of its stockholders (the “Special Meeting”) to vote on the following proposals relating to the Merger, each of which is described in more detail in the proxy statement/prospectus/consent solicitation statement filed by the Company with the Securities and Exchange Commission on April 26, 2022. At the Special Meeting, the Company’s stockholders: (i) approved the issuance of shares of Common Stock, par value $0.01 per share (“Zurn Common Stock”), to be issued pursuant to the Merger Agreement, pursuant to the New York Stock Exchange Rule 312.03(c) (the “Merger Share Issuance Proposal”) and (ii) approved an amendment to the Zurn Water Solutions Corporation Performance Incentive Plan (the “Plan”) to increase the number of shares of Zurn Common Stock available for awards thereunder by 1,500,000 shares and to make corresponding changes to certain share limitations under the Plan (the “PIP Amendment Proposal”). There were 125,847,069 outstanding shares of the Company’s common stock eligible to vote as of April 4, 2022, the record date for the Special Meeting.

 

The results for each matter voted on by Zurn’s stockholders at the Special Meeting were as follows:

 

Proposal 1. The Merger Share Issuance Proposal:

 

Votes for: 119,788,415
Votes against: 30,173
Abstentions: 149,452

 

Proposal 2. The PIP Amendment Proposal:

 

Votes for: 114,375,534
Votes against: 5,587,392
Abstentions: 5,113

  

Since there were sufficient votes at the time of the Special Meeting to approve the Merger Share Issuance Proposal and the PIP Amendment Proposal, the proposal to approve the adjournment of the Special Meeting, if necessary, to solicit additional proxies was not called for at the Special Meeting.

 

Item 8.01Other Events.

 

On May 26, 2022, the Company issued a press release announcing the results of the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1.

 

 

 

 

Item 9.01Financial Statements and Exhibits.

 

(d)       Exhibits.

 

Exhibit No.

  

Description

     
99.1   Press Release, dated May 26, 2022 
104   Cover Page Inline XBRL data

 

 

 

  

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Zurn Water Solutions Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized this 27th day of May, 2022.

 

  ZURN WATER SOLUTIONS CORPORATION
   
  By:

/s/ Jeffrey J. LaValle

  Name: Jeffrey J. LaValle
  Title: Vice President, General Counsel and Secretary

 

 

 

 

Exhibit 99.1

 

 

 

Zurn Water Solutions Stockholders Pave Way
for Combination With Elkay Manufacturing

 

MILWAUKEE – May 26, 2022 – Zurn Water Solutions Corporation (NYSE: ZWS) announced that, at a Special Meeting today, its stockholders voted to approve the issuance of shares of Zurn common stock necessary to complete the previously announced combination with Elkay Manufacturing Company. As approved today, stockholders of Elkay Manufacturing will receive up to 52.5 million newly issued shares of Zurn Common Stock. Zurn’s stockholders also voted to increase the number of authorized shares available for award under the Zurn Water Solutions Corporation Performance Incentive Plan by 1,500,000 shares.

 

“We are pleased to see our stockholders’ strong support of the transaction with Elkay,” said Todd A. Adams, Chairman and CEO of Zurn Water Solutions. “Since the transaction was announced in February, robust integration planning efforts have been underway, and we continue to believe we will be able to capitalize on the significant synergies the combination will generate. The newly created Zurn Elkay Water Solutions will be the unrivaled leader in providing specified water solutions to improve health, human safety and the environment and we look forward to closing in the coming weeks.”

 

The transaction is expected to close early in the third quarter, subject to the satisfaction of the remaining closing conditions.

 

About Zurn Water Solutions

 

Headquartered in Milwaukee, Wisconsin, Zurn Water Solutions is a growth-oriented, pure-play water business that designs, procures, manufactures, and markets what we believe is the broadest sustainable product portfolio of solutions to improve health, human safety, and the environment. The Zurn product portfolio includes professional grade water control and safety, water distribution and drainage, finish plumbing, hygienic, environmental and site works products for public and private spaces. Additional information about the Company can be found at www.zurnwatersolutions.com.

 

Cautionary Statement on Forward-Looking Statements

 

Information in this release may involve outlook, expectations, beliefs, plans, intentions, strategies or other statements regarding the future, which are forward-looking statements. These forward-looking statements involve risks and uncertainties. All forward-looking statements included in this release are based on information available to Zurn Water Solutions Corporation as of the date of the release, and Zurn assumes no obligation to update any such forward-looking statements. The statements in this release are not guarantees of future performance, and actual results could differ materially from current expectations. Numerous factors could cause or contribute to such differences. Please refer to “Risk Factors” and “Cautionary Notice Regarding Forward-Looking Statements” in our Annual Report on Form 10-K for the year ended December 31, 2021, as well as the Company’s subsequent annual, quarterly and current reports filed on Forms 10-K, 10-Q and 8-K from time to time with the Securities and Exchange Commission for a further discussion of the factors and risks associated with the business. In addition, our previously announced transaction with Elkay Manufacturing Company is subject to various risks, uncertainties and factors including, among others: the inability to complete the transaction; the inability to recognize the anticipated benefits of the proposed transaction, including due to the failure of other closing conditions; and costs related to the proposed transaction; see also Part I, Item 1A, "Risk Factors" in the Company's Quarterly Reporting on Form 10-Q for the quarterly period ended March 31, 2022.

 

Zurn Water Solutions   |   511 W. Freshwater Way   |   Milwaukee, WI 53204

 

 

 

 

 

Investor Relations

Dave Pauli, Vice President – Investor Relations

414-223-7770

 

Media Relations

Angela Hersil, Director – Corporate Communications

855-480-5050

414-808-0199
Corporate.Communications@zurn.com

 

Zurn Water Solutions   |   511 W. Freshwater Way   |   Milwaukee, WI 53204